-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ULf0gKPkl/263kZo/JK3Qf2a+HNdS3fht1uhWIDuDRTdy9XRoofYrZSNRO67B5zL i+wU2QZRgeKoN0l5fwzoVw== 0000912057-01-525934.txt : 20010801 0000912057-01-525934.hdr.sgml : 20010801 ACCESSION NUMBER: 0000912057-01-525934 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010731 EFFECTIVENESS DATE: 20010731 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICREDIT CORP CENTRAL INDEX KEY: 0000804269 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 752291093 STATE OF INCORPORATION: TX FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-66372 FILM NUMBER: 1694130 BUSINESS ADDRESS: STREET 1: 801 CHERRY STREET STREET 2: SUITE 3900 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173027000 MAIL ADDRESS: STREET 1: 801 CHERRY ST STREET 2: SUITE 3900 CITY: FORT WORTH STATE: TX ZIP: 76102 FORMER COMPANY: FORMER CONFORMED NAME: URCARCO INC DATE OF NAME CHANGE: 19920703 S-8 1 a2055470zs-8.txt S-8 As filed with the Securities and Exchange Commission on July 31, 2001 Registration No. ________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AMERICREDIT CORP. (Exact name of registrant as specified in its charter) Texas 75-2291093 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 801 Cherry Street, Suite 3900 Fort Worth, Texas 76102 (Address of principal executive offices) (Zip Code) i4 GOLD STOCK OPTION PROGRAM (Full title of the plan) Chris A. Choate Copy to: General Counsel L. Steven Leshin AmeriCredit Corp. Jenkens & Gilchrist, P.C. 801 Cherry Street, Suite 3900 1445 Ross Avenue Fort Worth, Texas 76102 Suite 3200 (817) 302-7000 Dallas, Texas 75202 (Name, address and telephone number including area code of agent for service)
CALCULATION OF REGISTRATION FEE Proposed Proposed maximum Title of maximum aggregate Amount of securities to be Amount to be offering price per offering price registration fee registered Registered(1) share (2)(3) (2)(3) (3) Common 1,200,000 $57.82 $69,384,000 $17,346
(1) Shares reserved for issuance under the i4 Gold Stock Option Program (the "Plan"). Pursuant to Rule 416, this registration statement also covers such additional shares as may hereinafter be offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions. (2) Estimated solely for the purpose of calculating the registration fee. (3) Calculated pursuant to Rule 457(c) and (h). Accordingly, the price per share of the Common Stock offered hereunder pursuant to the Plan is based on 1,200,000 shares of Common Stock reserved for issuance under the Plan, but not subject to outstanding stock options or other awards, at a price per share of $57.82, which is the average of the highest and lowest selling price per share of Common Stock on the New York Stock Exchange on July 25, 2001. 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION* ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION* PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE We "incorporate by reference" in this registration statement the following documents previously filed by us with the Securities and Exchange Commission (the "Commission"): (1) our Annual Report on Form 10-K for the fiscal year ended June 30, 2000; (2) our Quarterly Report on Form 10-Q for the three-month period ended September 30, 2000; (3) our Quarterly Report on Form 10-Q for the three-month period ended December 31, 2000; (4) our Quarterly Report on Form 10-Q for the three-month period ended March 31, 2001; (5) our Current Report on Form 8-K filed with the Commission on October 12, 2000; (6) our Current Report on Form 8-K filed with the Commission on January 5, 2001; (7) our Current Report on Form 8-K filed with the Commission on January 12, 2001; - ------------ * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act of 1933, as amended, and the Note to Part I of Form S-8. 3 (8) our Current Report on Form 8-K filed with the Commission on March 27, 2001; (9) the description of our Common Stock, par value $.01 per share (the "Common Stock") set forth in the Registration Statement on Form 8-A, filed with the Commission on December 5, 1990, including any amendment or report filed for the purpose of updating such description; and (10) all documents filed by us with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to the date of this registration statement shall be deemed to be incorporated herein by reference and to be a part hereof from the date of the filing of such documents until such time as there shall have been filed a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities remaining unsold at the time of such amendment. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Article 2.02-1 of the Texas Business Corporation Act provides for indemnification of directors and officers in certain circumstances. Reference is made to Article VIII of our Articles of Incorporation, as amended, incorporated by reference herein as Exhibit 4.1, and Article VIII of our Bylaws as amended, incorporated by reference herein as Exhibit 4.2, each of which provides for broad indemnification of directors and officers. Reference is also made to Article IX of our Articles of Incorporation, as amended, contained in Exhibit 4.1, which eliminates the liabilities of directors in certain circumstances. ITEM 8. EXHIBITS. (a) Exhibits The following documents are filed as a part of this registration statement. Exhibit Description of Exhibit 4.1 Articles of Incorporation of AmeriCredit Corp., as amended to date (incorporated by reference to Exhibits 3.1, 3.2 and 3.3 of the registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2000, filed with the Commission). 4.2 Bylaws of AmeriCredit Corp., as amended to date (incorporated by reference to Exhibit 3.4 of the registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2000, filed with the Commission). 4 4.3 Rights Agreement, dated August 28, 1997, between AmeriCredit Corp. and ChaseMellon Shareholder Services, L.L.C., as amended to date (incorporated by reference to Exhibit 4.2 and 4.2.1 of the registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2000, filed with the Commission). 4.4 i4 Gold Stock Option Program 5.1 Opinion of Jenkens & Gilchrist, a Professional Corporation. 23.1 Consent of Jenkens & Gilchrist, a Professional Corporation (included in their opinion filed as Exhibit 5.1 hereto). 23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants. 24.1 Power of Attorney (see signature page of this registration statement). ITEM 9. UNDERTAKINGS. A. The undersigned registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) that, for the purpose of determining any liability under the Securities Act of 1933, as amended (the "Securities Act"), each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. B. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of any employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 5 C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Worth, State of Texas, on July 30, 2001. AMERICREDIT CORP. By /s/ Michael R. Barrington ------------------------------------ Michael R. Barrington, Vice Chairman, President, Chief Executive Officer and Director 6 INDEX TO EXHIBITS
Sequentially Exhibit Numbered No. Description of Exhibit Page 4.1 Articles of Incorporation of AmeriCredit Corp., as amended to date (incorporated by reference to Exhibits 3.1, 3.2 and 3.3 of the registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2000, filed with Commission). 4.2 Bylaws of AmeriCredit Corp., as amended to date (incorporated by reference to Exhibit 3.4 of the registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2000, filed with the Commission). 4.3 Rights Agreement, dated August 28, 1997, between AmeriCredit Corp. and ChaseMellon Shareholder Services, L.L.C., as amended to date (incorporated by reference to Exhibit 4.2 and 4.2.1 of the registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2000, filed with the Commission). 4.4 i4 Gold Stock Option Program 5.1 Opinion of Jenkens & Gilchrist, a Professional Corporation. 23.1 Consent of Jenkens & Gilchrist, a Professional Corporation. (included in their opinion filed as Exhibit 5.1 hereto). 23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants 24.1 Power of Attorney (see signature page of this registration statement).
7 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below designates and appoints Michael R. Barrington, Chris A. Choate and J. Michael May, and each of them, his true and lawful attorney-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
/s/ Clifton H. Morris, Jr. Chairman of the Board June 28, 2001 - ------------------------------ Clifton H. Morris, Jr. Vice Chairman, President, /s/ Michael R. Barrington Chief Executive Officer and June 28, 2001 - ------------------------------ Director Michael R. Barrington Vice Chairman, Chief Financial Officer and Director /s/ Daniel E. Berce (Principal Financial and June 28, 2001 - ------------------------------ Accounting Officer) Daniel E. Berce Executive Vice President /s/ Edward H. Esstman and Chief Operating Officer, June 28, 2001 - ------------------------------ Auto Finance Division and Edward H. Esstman Director 8 /s/ James H. Greer Director June 28, 2001 - ------------------------------ James H. Greer /s/ Kenneth H. Jones, Jr. Director June 28, 2001 - ------------------------------ Kenneth H. Jones, Jr. /s/ A.R. Dike Director June 28, 2001 - ------------------------------ A.R. Dike /s/ Douglas K. Higgins Director June 28, 2001 - ------------------------------ Douglas K. Higgins
9 EX-4.4 3 a2055470zex-4_4.txt EXHIBIT 4.4 Exhibit 4.4 I4 GOLD STOCK OPTION PROGRAM SECTION 1. PURPOSE. This i4 Gold Stock Option Program (the "PLAN") is intended as an employment incentive for team members of the Company other than Officers (as defined below), to retain team members of the Company and any subsidiary of the Company, to align team member compensation opportunities with long term value creation, to encourage the sense of proprietorship of team members and to stimulate the active interest of team members in managing growth and costs, process efficiencies and customer service. SECTION 2. DEFINITIONS. As used herein, the following terms shall have the meaning indicated: (a) "COMMITTEE" shall mean the Stock Option/Compensation Committee of the Board of Directors of the Company. (b) "COMMON STOCK" shall mean the Common Stock, par value one cent ($0.01) per share, of the Company. (c) "COMPANY" shall mean AmeriCredit Corp., a Texas corporation, and its wholly owned subsidiaries. (d) "DATE OF GRANT" shall mean the date on which an Option is granted pursuant to the terms of the Plan. (e) "DISABILITY" shall mean an Optionee's present incapacity resulting from an injury or illness (either mental or physical) which, in the reasonable opinion of the Committee or its designees based on such medical evidence as it deems necessary, will result in death or can be expected to continue for a period of at least twelve (12) months and will prevent the Optionee from performing the normal services required of the Optionee by the Company, PROVIDED, HOWEVER, that such disability did not result, in whole or in part: (i) from chronic alcoholism; (ii) from addiction to narcotics; (ii) from a felonious undertaking; or (iv) from an intentional self-inflicted wound. (f) "GOOD CAUSE" shall include, but not be limited to: gross, wanton, willful, or intentional misconduct that causes harm to the Company, another team member of the Company or loss of or damage to the Company's assets and records; fraud; crimes against the Company or other team members; or any other acts or failures repeated by the team member following prior written warning from the Company. (g) "NONQUALIFIED STOCK OPTION" shall mean a stock option that is not an incentive stock option as defined in Section 422 of the Internal Revenue Code. (h) "OPTION" shall mean any stock option granted under this Plan. (i) "OPTIONEE" shall mean any team member to whom an Option has been granted under this Plan. (j) "OFFICERS" shall mean, with respect to the Company or any subsidiary of the Company, any director, the Chief Executive Officer, the President, any Executive Vice President, any Senior Vice President, any Vice President, any Assistant Vice President, any Area General Manager and any other officer or employee designated by the Board. (k) "PLAN" shall mean this i4 Gold Stock Option Program. (l) "PROCESSOR" shall have the meaning assigned in Section 4 hereof. (m) "RIF" shall mean a reduction in force, layoff or similar termination event, as determined by the Committee in its sole discretion, that results in employment loss for 100 or more team members during any 30-day period. (n) "SHARE(S)" shall mean a share or shares of the Common Stock. (o) "TREASURY SHARES" shall mean previously issued Shares reacquired and held by the Company. SECTION 3. TOTAL AGGREGATE SHARES. A total of One Million Two Hundred Thousand (1,200,000) Shares shall be subject to the Plan. The Shares subject to the Plan shall consist of Treasury Shares hereby reserved for issuance; such Treasury Shares shall remain reserved until termination of the Plan. Any of such Shares that may remain unissued and that are not subject to outstanding Options at the termination of the Plan shall cease to be reserved for the purpose of the Plan. SECTION 4. ADMINISTRATION OF THE PLAN. The Committee shall have the authority, in its sole and absolute discretion, but consistent with the terms and provisions of this Plan, to make all determinations and perform all acts necessary or advisable for administering the Plan, including the delegation of acts and responsibilities as the Committee deems appropriate to the Company's CEO and the CFO, acting jointly. The Committee may engage a processor (the "Processor") to handle the processing, record keeping and related services in connection with the Options and may change the Processor from time to time. The Processor shall initially be E*Trade or an affiliate or subsidiary thereof. SECTION 5. TYPE OF OPTIONS. All Options granted under the Plan shall be Nonqualified Stock Options. 2 SECTION 6. EXERCISABILITY PERIOD. The Options shall become exercisable over a two-year period, with 50% of the Options becoming exercisable one year after the Date of Grant and 50% becoming exercisable two years after the Date of Grant; PROVIDED, HOWEVER, that in the event an Optionee dies while employed by the Company, such Optionee's Options shall automatically become 100% exercisable as of the date of death. SECTION 7. EXERCISE PRICE. The exercise or option price of each Share issuable upon exercise of an Option shall be equal to the closing price of the Company's Common Stock on the New York Stock Exchange on the Date of Grant. SECTION 8. EXERCISE OF OPTIONS. (a) Options may be exercised solely by the Optionee during his or her lifetime or after his or her death by the personal representative of the Optionee's estate or the person or persons entitled under the Optionee's will or under the laws of descent and distribution. (b) An Option shall be deemed exercised when: (i) Processor has received notice of exercise from the Optionee in a manner and form acceptable to the Processor; and (ii) The Optionee has either paid the exercise price for the Options or arranged for the Processor to effect a "cashless exercise" of the Options. SECTION 9. DESIGNATION OF PARTICIPANTS; TIMING OF GRANTS. The persons eligible for participation in this Plan as Optionees shall consist of all team members of the Company other than Officers. Upon becoming an Officer, a team member of the Company shall become ineligible for further participation in this Plan. Options shall be granted to eligible participants at such times during the year as shall be determined in the sole discretion of the Committee or its designees. SECTION 10. TERMS OF OPTION. The unexercised portion of an Option, including the vested and unvested portions thereof, shall automatically and without notice terminate and become null and void at the time of the earliest to occur of the following: (a) the date that an Optionee ceases to be employed by the Company by reason of a voluntary resignation of such Optionee or abandonment of employment by such Optionee; 3 (b) one (1) year after the date that an Optionee ceases to be employed by the Company by reason of death of such Optionee; (c) one (1) year after the date that the Committee or its designees reasonably determine that an Optionee is unable to perform the normal services required of the Optionee by the Company by reason of a Disability of such Optionee; (d) in the event an Optionee takes a leave of absence, for any reason, six (6) months after an Optionee's last date of full time employment before commencement of such leave of absence; (e) thirty (30) days after the Optionee's last date of employment in the event such Optionee ceases to be employed by the Company as a result of an involuntary termination; PROVIDED, HOWEVER, that in the event an Optionee is terminated for Good Cause, such Optionee's Options, including the vested portions thereof, shall automatically become null and void on the date of such termination for Good Cause; (f) thirty (30) days after the Optionee's last date of employment in the event such Optionee ceases to be employed by the Company as a result of a RIF; and (g) subject to the other termination periods provided in this Section 10 (which shall take precedence and control over this subsection (g)), the third anniversary of the Date of Grant. SECTION L1. ASSIGNABILITY OF OPTIONS. Except as may be permitted by Section 8(a) hereof, Options may not be transferred, assigned or pledged as collateral. SECTION 12. AMENDMENT, MODIFICATION, SUSPENSION OR DISCONTINUANCE OF THIS PLAN. The Board may amend, modify or terminate the Plan and any outstanding Options at any time and in any respect. The Board may not, however, amend, modify or terminate an outstanding Option without the Optionee's consent if such amendment, modification or termination materially impairs such outstanding Option. SECTION 13. MISCELLANEOUS. (a) The Company can not and does not guarantee that the Shares or the Options will increase in value or provide monetary benefits to Optionees. The Company can not and does not guarantee against loss due to market fluctuations. (b) If any provision of this Plan is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of the Plan, but such provision shall be fully severable, and the Plan shall be construed and enforced as if the illegal or invalid provision had never been included in the Plan. 4 (c) All questions arising with respect to the provisions of the Plan shall be determined by application of the laws of the State of Texas. SECTION 14. TERMINATION DATE. This Plan shall be effective as of July 1, 2001 and shall terminate on June 30, 2003; PROVIDED, HOWEVER, that the termination of this Plan shall not result in the termination of any Options that remain outstanding as of the date thereof. ADOPTED BY THE BOARD OF DIRECTORS: July 1, 2001. AMERICREDIT CORP. By: /s/ CHRIS A. CHOATE ---------------------- Chris A. Choate SECRETARY 5 Exhibit 4.4, Appendix "A" {Date} {Optionee} {Address} {City, State, Zip} Dear {Optionee}: Congratulations, you have been granted a Non-Qualified Stock Option (the "Option") to purchase {Number} shares of AmeriCredit Corp. common stock as outlined below. Granted To: {Optionee} Grant Date: {Date} Options Granted: {Number} Option Price per Share: ${Price} Expiration Date: {Date} Vesting Schedule: 50% on first anniversary of Grant Date and 50% on second anniversary of Grant Date By my signature below, I hereby acknowledge receipt of this Option award issued to me under the i4 Gold Stock Option Program. I further acknowledge that I have reviewed the Plan and the Prospectus for the Plan and I accept this Option subject to all the terms and provisions of the Plan. Signature: Date: --------------------------- ---------------- {Optionee} NOTE: IF THERE ARE ANY DISCREPANCIES IN THE NAME OR ADDRESS SHOWN ABOVE, PLEASE MAKE THE APPROPRIATE CORRECTIONS ON THIS FORM. PLEASE SIGN IN THE SPACE INDICATED ABOVE AND RETURN THIS OPTION AWARD TO {CORPORATE REPRESENTATIVE} IN THE CORPORATE OFFICE. PLEASE KEEP A COPY FOR YOUR RECORDS. EX-5.1 4 a2055470zex-5_1.txt EXHIBIT 5.1 July 31, 2001 AmeriCredit Corp. 801 Cherry Street Suite 3900 Fort Worth, Texas 76102 Re: AmeriCredit Corp. - Registration Statement on Form S-8 Gentlemen: We have acted as special counsel to AmeriCredit Corp., a Texas corporation (the "Company"), in connection with the preparation of the Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission on or about July 30, 2001, under the Securities Act of 1933, as amended (the "Securities Act"), relating to 1,200,000 shares (the "Shares") of the $0.01 par value common stock (the "Common Stock") of the Company that may be issued by the Company under the i4 Gold Stock Option Program for AmeriCredit Corp.(the "Plan"). You have requested an opinion with respect to certain legal aspects of the proposed offering. In connection therewith, we have examined and relied upon the original, or copies identified to our satisfaction, of (1) the Articles of Incorporation, as amended, and the Bylaws, as amended, of the Company; (2) minutes and records of the corporate proceedings of the Company with respect to the establishment of the Plan, the issuance of the Shares of Common Stock pursuant to the Plan and related matters; (3) the Registration Statement and exhibits thereto, including the Plan; and (4) such other documents and instruments as we have deemed necessary for the expression of opinions herein contained. In making the foregoing examinations, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies. As to various questions of fact material to this opinion, and as to the content and form of the Articles of Incorporation, as amended, and the Bylaws, as amended, minutes, records, resolutions and other documents or writings of the Company, we have relied, to the extent deemed reasonably appropriate, upon representations or certificates of officers or directors of the Company and upon documents, records and instruments furnished to us by the Company, without independent check or verification of their accuracy. AmeriCredit Corp. July 31, 2001 Page 2 Based upon our examination, consideration of, and reliance on the documents and other matters described above, and assuming that: (1) the Shares to be sold and issued in the future will be duly issued and sold in accordance with the terms of the Plan; (2) the Company maintains an adequate number of authorized but unissued shares and/or treasury shares available for issuance to those persons who purchase Shares pursuant to the Plan; and (3) the consideration for the Shares issued pursuant to the Plan is actually received by the Company as provided in the Plan and exceeds the par value of such shares; then, we are of the opinion that, the Shares issued or sold in accordance with the terms of the Plan will be duly and validly issued, fully paid and nonassessable. We are licensed to practice law only in the State of Texas. The opinions expressed herein are specifically limited to the laws of the State of Texas and the federal laws of the United States of America. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to references to us included in or made a part of the Registration Statement. In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Securities and Exchange Commission thereunder. Respectfully submitted, Jenkens & Gilchrist, A Professional Corporation By: /s/ L. Steven Leshin L. Steven Leshin, Esq. Authorized Signatory cc: Chris A. Choate, Esq. EX-23.2 5 a2055470zex-23_2.txt EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated August 3, 2000 relating to the financial statements, which appears in the 2000 Annual Report to Shareholders, which is incorporated by reference in AmeriCredit Corp.'s Annual Report on Form 10-K for the year ended June 30, 2000. We also consent to the incorporation by reference of our report dated August 3, 2000 relating to the financial statement schedules, which appears in such Annual Report on Form 10-K. PRICEWATERHOUSECOOPERS LLP Fort Worth, Texas July 31, 2001 -----END PRIVACY-ENHANCED MESSAGE-----